Palomar (NASDAQ: PLMR) CFO logs RSU vesting and tax share sales

Rhea-AI Filing Summary

Palomar Holdings, Inc. Chief Financial Officer T Christopher Uchida reported multiple transactions involving restricted stock units (RSUs) and related common shares. On 01/29/2026 and 01/31/2026, RSUs vested and were converted to common stock at an exercise price of $0.00, reflecting stock-based compensation.

In connection with these vestings, the company automatically sold shares on his behalf under a mandatory sell-to-cover provision to satisfy minimum tax withholding, including sales at $122.0423, $122.0435, and $121.7443 per share. After these transactions, Uchida directly owned 14,005 shares of Palomar common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Uchida T Christopher

(Last) (First) (Middle)

7979 IVANHOE AVENUE, SUITE 500

(Street)

LA JOLLA CA 92037

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Palomar Holdings, Inc. [ PLMR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								11,473	D
Common Stock (RSUs)	01/29/2026		M		1,408	A	$0.00	12,881	D
Common Stock (RSUs)	01/29/2026		S(1)		511	D	$122.0423	12,370	D
Common Stock (RSUs)	01/29/2026		M		1,941	A	$0.00	14,311	D
Common Stock (RSUs)	01/29/2026		S(1)		815	D	$122.0435	13,496	D
Common Stock (RSUs)	01/31/2026		M		1,054	A	$0.00	14,550	D
Common Stock (RSUs)	01/31/2026		S(1)		545	D	$121.7443	14,005	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units (RSUs)	$0.00	01/29/2026		M			1,408	(2)	(2)	Common Stock	1,408	$0.00	1,409	D
Restricted Stock Units (RSUs)	$0.00	01/29/2026		M			1,941	(3)	(3)	Common Stock	1,941	$0.00	3,882	D
Restricted Stock Units (RSUs)	$0.00	01/31/2026		M			1,054	(4)	(4)	Common Stock	1,054	$0.00	0	D

Explanation of Responses:

1. Represents shares automatically sold by the Company on behalf of the Reporting Person pursuant to a mandatory sell-to-cover provision in the RSU award agreement required to cover minimum statutory tax withholding obligations that became due upon the RSU vesting event.

2. The original RSU grant was for 4,226 shares on 1/29/2024. Subject to continuing service with the Company, the restricted stock units shall vest as follows: one-third (1/3) shall vest on the first year anniversary of the date of the grant; an additional one-third (1/3) shall vest on the second year anniversary of the date of the grant; and the final one-third (1/3) shall vest on the third year anniversary of the date of grant.

3. The original RSU grant was for 5,823 shares on 1/29/2025. Subject to continuing service with the Company, the restricted stock units shall vest as follows: one-third (1/3) shall vest on the first year anniversary of the date of the grant; an additional one-third (1/3) shall vest on the second year anniversary of the date of the grant; and the final one-third (1/3) shall vest on the third year anniversary of the date of grant.

4. The original RSU grant was for 3,162 shares on 1/31/2023. Subject to continuing service with the Company, the restricted stock units shall vest as follows: one-third (1/3) shall vest on the first year anniversary of the date of the grant; an additional one-third (1/3) shall vest on the second year anniversary of the date of the grant; and the final one-third (1/3) shall vest on the third year anniversary of the date of grant.

Remarks:

	/s/ Angela Grant, Attorney-in-Fact	02/02/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did Palomar (PLMR) report for its CFO?

Palomar’s CFO T Christopher Uchida reported RSU vesting and related common stock transactions. RSUs converted to common shares at a $0.00 exercise price, followed by automatic share sales to cover tax withholding obligations triggered by those vesting events.

How many Palomar (PLMR) shares does the CFO hold after these Form 4 transactions?

After the reported transactions, Palomar CFO T Christopher Uchida directly beneficially owned 14,005 shares of Palomar common stock. This figure reflects RSU conversions into shares and the automatic sell-to-cover transactions executed to satisfy minimum statutory tax withholding.

Were the Palomar (PLMR) CFO’s stock sales discretionary or for tax withholding?

The reported Palomar stock sales were for tax withholding. Footnotes state shares were automatically sold by the company under a mandatory sell-to-cover provision in the RSU award agreement to satisfy minimum statutory tax obligations when RSUs vested.

At what prices were Palomar (PLMR) shares sold in the CFO’s Form 4 filing?

Shares of Palomar common stock were sold at reported prices of $122.0423, $122.0435, and $121.7443 per share. These sales occurred in connection with RSU vesting events and were executed to cover required tax withholding obligations under the award agreement.

What RSU grants underlie the Palomar (PLMR) CFO’s reported vesting events?

The vesting RSUs come from original grants of 4,226 shares on 1/29/2024, 5,823 shares on 1/29/2025, and 3,162 shares on 1/31/2023. Each grant vests in three equal annual installments, contingent on the CFO’s continuing service with the company.

What do the M and S transaction codes mean in the Palomar (PLMR) Form 4?

In this Form 4, code “M” denotes the exercise or conversion of RSUs into Palomar common stock at a $0.00 price, while code “S” indicates open market sales. The sales were executed automatically to cover minimum statutory tax withholding from the RSU vesting.